Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 12, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | INTERFACE SECURITY SYSTEMS HOLDINGS INC | |
Entity Central Index Key | 1,164,255 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,632,839.70 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 976,880.09 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 1,748 | $ 12,096 |
Accounts receivable, less allowance for doubtful accounts of $1,301 and $1,441 | 9,060 | 16,002 |
Inventories | 11,969 | 14,333 |
Prepaid expenses and other assets | 4,538 | 4,513 |
Total current assets | 27,315 | 46,944 |
Property and equipment, net | 54,465 | 49,636 |
Intangible assets, net | 16,941 | 18,512 |
Goodwill | 40,463 | 40,463 |
Deferred charges | 900 | 1,025 |
Other assets | 5,900 | 6,380 |
Total assets | 145,984 | 162,960 |
Current liabilities | ||
Current portion of capital leases and other obligations | 2,188 | 2,808 |
Accounts payable | 14,252 | 14,528 |
Accrued expenses | 11,591 | 18,288 |
Customer deposits | 1,746 | 1,671 |
Deferred revenue | 3,520 | 3,344 |
Total current liabilities | 33,297 | 40,639 |
Long-term deferred revenue | 3,285 | 3,110 |
Deferred tax liability | 7,695 | 7,497 |
Other obligations | 961 | 979 |
Long-term debt | 262,932 | 262,505 |
Total liabilities | 308,170 | 314,730 |
Mezzanine equity | ||
Total mezzanine equity | 163,399 | 163,399 |
Stockholders' deficit | ||
Additional paid-in-capital | 121,364 | 121,364 |
Accumulated deficit | (446,985) | (436,569) |
Total stockholders' deficit | (325,585) | (315,169) |
Total liabilities and stockholders' deficit | 145,984 | 162,960 |
Redeemable Class A Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 110,284 | 110,284 |
Redeemable Class C Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 41,154 | 41,154 |
Convertible and Redeemable Class E Preferred Stock [Member] | ||
Mezzanine equity | ||
Total mezzanine equity | 11,961 | 11,961 |
Common Class A [Member] | ||
Stockholders' deficit | ||
Value of common stock | 26 | 26 |
Common Class B [Member] | ||
Stockholders' deficit | ||
Value of common stock | $ 10 | $ 10 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 1,301 | $ 1,441 |
Redeemable Class A Preferred Stock [Member] | ||
Mezzanine equity, par value (in dollars per share) | $ 1 | $ 1 |
Mezzanine equity, shares authorized (in shares) | 70,000 | 70,000 |
Mezzanine equity, shares outstanding (in shares) | 39,398 | 39,398 |
Redeemable Class C Preferred Stock [Member] | ||
Mezzanine equity, par value (in dollars per share) | $ 1 | $ 1 |
Mezzanine equity, shares authorized (in shares) | 60,000 | 60,000 |
Mezzanine equity, shares outstanding (in shares) | 16,094 | 16,094 |
Convertible and Redeemable Class E Preferred Stock [Member] | ||
Mezzanine equity, par value (in dollars per share) | $ 1 | $ 1 |
Mezzanine equity, shares authorized (in shares) | 50,000 | 50,000 |
Mezzanine equity, shares outstanding (in shares) | 10,467 | 10,467 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Common stock, shares outstanding (in shares) | 2,632,840 | 2,632,840 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,500,000 | 1,500,000 |
Common stock, shares outstanding (in shares) | 976,880 | 976,880 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||
Services | $ 35,887 | $ 28,529 |
Products | 3,781 | 5,433 |
Total revenue | 39,668 | 33,962 |
Costs and Expenses | ||
Cost of services | 28,545 | 28,575 |
Cost of products | 2,444 | 5,059 |
General and administrative expenses | 6,114 | 5,934 |
Amortization | 1,571 | 1,560 |
Depreciation | 4,509 | 3,018 |
Loss on sale of long-lived assets | 440 | 226 |
Total costs and expenses | 43,623 | 44,372 |
Loss from operations | (3,955) | (10,410) |
Interest expense | (6,217) | (6,164) |
Interest income | 1 | 0 |
Loss before provision for income taxes | (10,171) | (16,574) |
Provision for income taxes | (245) | (218) |
Net loss | $ (10,416) | $ (16,792) |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statement of Changes in Stockholders' Deficit - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional paid-in Capital [Member] | Accumulated Deficit [Member] |
Balances, beginning of period at Dec. 31, 2015 | $ (315,169) | $ 26 | $ 10 | $ 121,364 | $ (436,569) | ||
Balances, beginning of period (in shares) at Dec. 31, 2015 | 2,632,840 | 976,880 | 2,632,840 | 976,880 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (10,416) | (10,416) | |||||
Balances, end of period at Mar. 31, 2016 | $ (325,585) | $ 26 | $ 10 | $ 121,364 | $ (446,985) | ||
Balances, end of period (in shares) at Mar. 31, 2016 | 2,632,840 | 976,880 | 2,632,840 | 976,880 |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (10,416) | $ (16,792) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||
Amortization | 1,571 | 1,560 |
Depreciation | 4,509 | 3,018 |
Amortization of deferred charges and debt issuance costs | 552 | 546 |
Deferred income tax | 198 | 167 |
Loss on sale of long-lived assets | 440 | 226 |
Change in operating assets and liabilities | ||
Accounts receivable | 6,942 | (2,344) |
Inventories | 2,364 | 7,043 |
Prepaid expenses and other assets | 454 | (530) |
Accounts payable | (344) | (1,005) |
Accrued expenses | (6,569) | (4,117) |
Customer deposits | 75 | (552) |
Deferred revenue | 350 | 209 |
Net cash provided by (used in) operating activities | 126 | (12,571) |
Cash flows from investing activities | ||
Capital expenditures, subscriber system assets | (9,506) | (11,214) |
Capital expenditures, other | (212) | (179) |
Proceeds from sale of property and equipment | 9 | 7 |
Net cash used in investing activities | (9,709) | (11,386) |
Cash flows from financing activities | ||
Payments on capital leases and other obligations | (765) | (240) |
Deferred charges | 0 | (50) |
Net cash used in financing activities | (765) | (290) |
Net decrease in cash | (10,348) | (24,247) |
Cash and cash equivalents | ||
Beginning of period | 12,096 | 25,833 |
End of period | 1,748 | 1,586 |
Supplemental Disclosures | ||
Cash paid for interest | 10,984 | 10,965 |
Cash refunded for taxes | (253) | 0 |
Noncash items | ||
Capital expenditures in accounts payable | $ 301 | $ 242 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization Interface Security Systems Holdings, Inc. (“Holdings”) is a Delaware corporation. Holdings is a technology company engaged in the sale, provisioning, installation, monitoring and maintenance of physical security and secured network services to primarily large, commercial, multi-site customers throughout the United States. Holdings is primarily owned by SunTx Capital Partners, L.P. and its affiliates (“SunTx Capital Partners”), which owns approximately 88 % of the voting power of Holdings' indirect parent company, Interface Grand Master Holdings, Inc. (“Grand Master”) on a fully diluted basis. Grand Master is the owner of 100 % of the capital stock of Interface Master Holdings, Inc. (“Master Holdings”), the direct parent company of Holdings. Holdings owns 100 % of the outstanding membership interests of its principal operating subsidiary, Interface Security Systems, L.L.C. (“Interface Systems”). Collectively, Holdings and Interface Systems are referred to herein as the “Company” or “Interface”. Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant transactions and account balances between entities included in the consolidated financial statements have been eliminated in consolidation. The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of March 31, 2016 , and the results of operations for the three months ended March 31, 2016 and 2015 . The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information; accordingly, certain information and footnote disclosures typically included in the Company’s annual financial statements have been condensed or omitted from this report. These unaudited condensed financial statements should be read in conjunction with the financial statements and the notes thereto filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (the “Form 10-K”), which was filed with the SEC on March 24, 2015. Information presented as of December 31, 2015 is derived from audited financial statements. The results of operations for the interim periods are not necessarily indicative of the results expected for the full year. Revision During the third quarter of 2015 , the Company identified that immaterial amounts of certain sales incentives and discounts provided to its customers were improperly recorded as cost of services instead of being recorded as a direct offset to services revenue. In accordance with Accounting Standards Codification (“ASC”) 605-50, Revenue Recognition - Customer Payments and Incentives, these sales incentives and discounts should be recorded as an offset to revenues instead of being reported as a cost of services. Pursuant to the guidance of Staff Accounting Bulletin (“SAB”) No. 99, Materiality, the Company concluded that the errors were not material to any of its prior year consolidated financial statements. The accompanying consolidated statement of operations for the three months ended March 31, 2015 includes a cumulative revision relating to these errors. These revisions did not have any effect on loss from operations, net loss, cash flows, or other reporting metrics nor did they affect the Company’s past compliance with debt covenants. The following table compares previously reported services revenue, total revenue, cost of services, total costs and expenses to as adjusted amounts for the three month period ended March 31, 2015 : Three Months Ended March 31, 2015 As Reported Correction As Adjusted Services revenue $ 32,869 $ (4,340 ) $ 28,529 Total revenue 38,302 (4,340 ) 33,962 Cost of services 32,915 (4,340 ) 28,575 Total costs and expenses 48,712 (4,340 ) 44,372 Operating Model and Liquidity Under the organizational and reporting structure, the Company conducts business in one operating segment, which is identified by the Company based on how resources are allocated and operating decisions are made. Management evaluates performance and allocates resources based on the Company as a whole. The Company's operations are conducted through the use of a unified network and are managed and reported to its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), collectively the Company's chief operating decision maker, on a consolidated basis. The CEO and CFO assess performance and allocate resources based on the consolidated results of operations. A majority of the Company’s revenues are generated within the United States and a majority of the Company’s long-lived assets are located within the United States. The Company’s business model is based on generating long-term contracts with customers to provide on-going monitoring, management, maintenance and related services that generate profitable recurring monthly revenue (“RMR”). The Company makes a one-time investment in sales and installation cost to create new customers internally and this investment is generally not capitalized. The Company generates substantial operating losses as a result of expensing the majority of its investment in subscriber RMR growth. The Company incurred net direct costs of $ 16.8 million and $ 25.3 million to create new RMR of $ 0.6 million and $ 1.1 million for the three months ended March 31, 2016 and 2015 , respectively. Security, technology and monitoring companies are generally valued based on a multiple of the RMR associated with the customer contracts and these multiples vary based on performance metrics, scale and market conditions. Management believes there is value created for the Company’s investors resulting from the steady growth in the Company’s RMR at historical investment levels. The Company's market value can be effected by capital market conditions and market comparisons. The Company has demonstrated historical increases in monitoring and managed service revenues from adding new RMR that generates high cash flow margins. As of March 31, 2016 , the Company is actively billing approximately $ 11.2 million of RMR and has a backlog of new RMR associated with fully executed customer contracts for services that are pending installation (“Contracted Backlog”) totaling $ 1.1 million of which approximately $ 0.8 million is expected to be completed by the end of 2016 . Throughout the course of the Company’s history, it has been able to adjust the level of RMR growth and related investment based on the capital available. If the Company were to cease its internal growth strategy and enter Steady State, it would likely generate future positive cash flows that could be used to pay down its outstanding debt. Steady State is a non-GAAP financial metric often used by industry lenders, investment bankers, credit rating agencies and physical security companies to assess ongoing cash flow generating capabilities of a security company assuming the company invests only in acquiring new customers to offset attrition and maintain a steady base of RMR. During high volume, net new RMR growth periods, management cannot provide assurance that the Company will achieve positive cash flow or have the ability to raise additional debt and/or equity capital. In the event that sufficient funds cannot be obtained to grow RMR and pay interest payments, management could elect to operate in Steady State and scale back the RMR growth to a level that would significantly reduce its investment in sales and installation costs. A majority of the expenses related to the sales and marketing activity for new RMR opportunities spent in 2016 would be eliminated as well as other fixed overhead and operating costs associated with installing new RMR and Contracted Backlog. The Company provided $ 0.1 million and used $ 12.6 million of cash for operations for the three months ended March 31, 2016 and 2015 , respectively, and had negative working capital of $ 6.0 million as of March 31, 2016 and positive working capital of $ 6.3 million as of December 31, 2015 . In addition, as of March 31, 2016 , the Company had $ 262.9 million of total indebtedness, excluding capital leases and other obligations. The Company expects to use its cash on hand for operations during the remainder of 2016. The Company had $ 36.0 million drawn and $ 13.9 million available for borrowing under its Revolving Credit Facility at March 31, 2016 . See Note 6. The Company has raised capital in the past through the sale of debt securities and may seek alternative sources of capital or debt dependent on market conditions in the future. As of April 30, 2016, we had cash on hand of $ 0.2 million and $ 12.4 million of available borrowing capacity under the Revolving Credit Facility. Based on the projected cash balances on hand, current borrowing availability as of April 30, 2016 and the cash flow impact of recent contract roll-outs, we expect to have sufficient funds to pay the interest payments of an aggregate amount of $ 10.6 million due under the Notes in July 2016 and January 2017. SunTx Capital Management Corp., as the ultimate general partner of SunTx Interface, LP, the majority stockholder of Holdings, is committed to fulfill the financial obligations and support any cash flow shortfalls or needs of Holdings through May 12, 2017. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Products $ 6,988 $ 6,470 Work-in-process 4,981 7,863 $ 11,969 $ 14,333 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Subscriber system assets $ 77,361 $ 68,920 Equipment 3,549 3,517 Software 2,807 2,770 Vehicles 472 969 Furniture and fixtures 853 769 Leasehold improvements 996 987 86,038 77,932 Less: Accumulated depreciation (31,573 ) (28,296 ) $ 54,465 $ 49,636 Depreciation expense was $ 4.5 million and $ 3.0 million for the three months ended March 31, 2016 and 2015 , respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets are recorded at cost or fair value if acquired in a purchase business combination and consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Alarm monitoring contracts $ 37,189 $ 37,269 Internally developed software 4,347 4,347 Other 15 15 41,551 41,631 Less accumulated amortization for: Alarm monitoring contracts (20,249 ) (19,492 ) Internally developed software (4,347 ) (3,614 ) Other (14 ) (13 ) (24,610 ) (23,119 ) $ 16,941 $ 18,512 Amortization of intangible assets was $ 1.6 million for each of the three months ended March 31, 2016 and 2015 . Amortization of intangible assets for the following five years, as of March 31, 2016 , is as follows (in thousands): Nine months ending December 31, 2016 $ 2,442 2017 2,647 2018 1,995 2019 1,907 2020 1,877 Thereafter 6,073 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Interest $ 4,625 $ 9,924 Payroll and benefit related accruals 4,389 3,838 Taxes 1,783 1,795 Other 794 2,731 $ 11,591 $ 18,288 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Notes $ 230,000 $ 230,000 Revolving line of credit 36,000 36,000 266,000 266,000 Less unamortized debt issuance costs (3,068 ) (3,495 ) $ 262,932 $ 262,505 The Notes in an aggregate principal amount of $ 230.0 million have a maturity date of January 15, 2018 and have an interest rate of 9 1/4% with semi-annual interest payments due on January 15th and July 15th. The Notes are jointly and severally guaranteed by each of the Company’s current and future domestic subsidiaries and are secured by substantially all of the Company’s and any guarantors’ existing and future tangible and intangible assets. The Company maintains a Revolving Credit Facility with Capital One which allows the Company to borrow the lesser of $ 50.0 million or up to 5 times RMR. The Revolving Credit Facility matures on January 15, 2018 and had $ 36.0 million drawn and availability of $ 13.9 million at March 31, 2016 . The Revolving Credit Facility includes a $ 1.0 million sub-limit for the issuance of letters of credit, and the amount outstanding reduces the available borrowing capacity. As of March 31, 2016 and December 31, 2015 , the Company had $ 0.1 million in letters of credit outstanding. Borrowings under the Revolving Credit Facility bear interest at a floating rate per year equal to the higher of (A) the rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) at which Eurodollar deposits are offered for a period equal to one, two, three, or six months, as quoted on Reuters Screen LIBOR01 Page (or any successor / similar page or service) as of 11:00 a.m., London time, on the day that is two London banking days preceding the applicable interest determination date and (B) 0.50 %, plus the applicable margin of 3.25 %. As of March 31, 2016 , the interest rate was 3.75 %. The Revolving Credit Facility includes financial covenants, including: (i) a covenant not to exceed a revolving facility usage to eligible RMR ratio of 5.0 to 1.0 , (ii) a covenant to maintain a minimum fixed charge coverage of at least 1.25 to 1.0 , and (iii) a covenant not to exceed a maximum gross RMR attrition rate of 13.0 % at any time. The Revolving Credit Facility is secured by a first priority perfected lien on substantially all of the same assets that secure the Notes. The Revolving Credit Facility also provides that, upon the occurrence of certain events of default, the Company’s obligations thereunder may be accelerated and any lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross‑defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, certain change of control events and other customary events of default. As of March 31, 2016 , the Company was in compliance with all of the restrictive and financial covenants. Based upon outstanding indebtedness as of March 31, 2016 , the Company had aggregate annual maturities on the total borrowings under all debt agreements of $ 262.9 million due in 2018 as of March 31, 2016 . At March 31, 2016 , the Notes traded at a range of $ 95.50 to $ 96.50 based upon available market information. The range of the estimated fair value of the Notes was $ 219.7 million to $ 222.0 million as of March 31, 2016 . The Notes traded at a range of $ 96.50 to $ 98.50 as of December 31, 2015 with an estimated fair value of $ 220.0 million to $ 226.6 million. The Notes are classified with Level 2 of the valuation hierarchy. The carrying amount of debt outstanding under the Revolving Credit Facility approximates fair value as interest rates on these borrowings approximate terms currently offered to the Company, which are considered Level 2. The Company does not have any assets categorized as Level 1 or Level 3 in the fair value hierarchy and there were no transfers made into or out of the Company's Level 2 financial assets during the three months ended March 31, 2016 and 2015 . See Note 7. Costs related to borrowings are deferred and amortized to interest expense over the terms of the related borrowing. Deferred charges consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Deferred financing fees $ 2,453 $ 2,453 Accumulated amortization (1,553 ) (1,428 ) $ 900 $ 1,025 Amortization of deferred charges was $ 0.1 million for each of the three months ended March 31, 2016 and 2015 , which is included in interest expense in the accompanying unaudited consolidated statement of operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has established a process for determining fair value of its financial assets and liabilities using available market information or other appropriate valuation methodologies. Fair value is based upon quoted market prices, where available. If such valuation methods are not available, fair value is based on internally or externally developed models using market-based or independently-sourced market parameters, where available. Fair value may be subsequently adjusted to ensure that those assets and liabilities are recorded at fair value. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value estimate as of the Company’s reporting date. Fair value guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset and liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of those instruments. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recognized income tax expense of $ 0.2 million and $ 0.2 million for the three months ended March 31, 2016 and 2015 , respectively, resulting in an effective tax rate of (2.40) % and (1.32) % for the three months ended March 31, 2016 and 2015 , respectively. In each period, income tax expense includes i) the effects of a valuation allowance maintained for federal and state deferred tax assets including net operating loss carry forwards and ii) expense for certain jurisdictions where the tax liability is determined based on non-income related activities. In addition, the Company determines its estimated annual effective tax rate based on its projected operating losses for the year and applies this rate to each period in accordance with requirements for accounting for income taxes under ASC 740-270. |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity Mezzanine equity in the consolidated balance sheets as of March 31, 2016 and December 31, 2015 is comprised of the Company’s Class A, Class C, and Class E preferred stock, including accrued dividends. In January 2014, the Company used a portion of the net proceeds from the sale of the Transferred Assets to redeem all of the issued and outstanding shares of the Company’s Class G preferred stock, Class F preferred stock and part of the Company’s Class E preferred stock and to pay a cash dividend in an aggregate amount of approximately $ 27.3 million to the stockholders as permitted under the indenture governing the Notes. Upon adoption of the Company’s amended and restated certificate of incorporation on May 29, 2014, each class of preferred stock ceased accruing dividends. In July 2015, in connection with the Grand Master Restructuring, stockholders of Master Holdings exchanged all of their shares of each class of common stock and each class of preferred stock of Master Holdings for an equal number of shares of common stock and preferred stock of Grand Master with substantially similar terms as the shares of Master Holdings. As a result, Grand Master now owns 100% of the common stock and preferred stock of Master Holdings. There was no change in mezzanine equity from December 31, 2015 . Stockholders’ Equity Holdings’ amended and restated certificate of incorporation authorizes 3,000,000 shares of Class A common stock with a par value of $ 0.01 per share, and 1,500,000 shares of Class B common stock with a par value of $ 0.01 per share. See consolidated statement of changes in stockholder’s deficit for details of shares issued and outstanding. In addition, each share of Class A common stock is convertible into one share of Class B common stock at any time at the option of the stockholder. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Mezzanine Equity Mezzanine equity in the consolidated balance sheets as of March 31, 2016 and December 31, 2015 is comprised of the Company’s Class A, Class C, and Class E preferred stock, including accrued dividends. In January 2014, the Company used a portion of the net proceeds from the sale of the Transferred Assets to redeem all of the issued and outstanding shares of the Company’s Class G preferred stock, Class F preferred stock and part of the Company’s Class E preferred stock and to pay a cash dividend in an aggregate amount of approximately $ 27.3 million to the stockholders as permitted under the indenture governing the Notes. Upon adoption of the Company’s amended and restated certificate of incorporation on May 29, 2014, each class of preferred stock ceased accruing dividends. In July 2015, in connection with the Grand Master Restructuring, stockholders of Master Holdings exchanged all of their shares of each class of common stock and each class of preferred stock of Master Holdings for an equal number of shares of common stock and preferred stock of Grand Master with substantially similar terms as the shares of Master Holdings. As a result, Grand Master now owns 100% of the common stock and preferred stock of Master Holdings. There was no change in mezzanine equity from December 31, 2015 . Stockholders’ Equity Holdings’ amended and restated certificate of incorporation authorizes 3,000,000 shares of Class A common stock with a par value of $ 0.01 per share, and 1,500,000 shares of Class B common stock with a par value of $ 0.01 per share. See consolidated statement of changes in stockholder’s deficit for details of shares issued and outstanding. In addition, each share of Class A common stock is convertible into one share of Class B common stock at any time at the option of the stockholder. |
Lease Commitments and Other Obl
Lease Commitments and Other Obligations | 3 Months Ended |
Mar. 31, 2016 | |
Leases [Abstract] | |
Lease Commitments and Other Obligations | Lease Commitments and Other Obligations Operating Leases The Company is party to various noncancelable operating leases for equipment, building rent, computer systems and vehicles with terms of one year or greater. At March 31, 2016 , the future minimum rental payments required under such leases are as follows (in thousands): Nine months ending December 31, 2016 $ 2,043 2017 2,508 2018 1,893 2019 1,554 2020 1,290 Thereafter 4,647 $ 13,935 Rental expense for equipment, building rent, computer systems and vehicles for the three months ended March 31, 2016 and 2015 was $ 1.4 million and $ 2.1 million, respectively. In addition to the operating leases above, the Company has equipment leases that are accounted for as capital leases. At March 31, 2016 , the future minimum lease payments under such leases are as follows (in thousands): Nine months ending December 31, 2016 $ 163 2017 9 2018 and thereafter — 172 Less: current portion (172 ) $ — Capital leases for equipment had a book value of $ 0.5 million and $ 2.1 million and accumulated depreciation of $ 0.2 million and $ 1.6 million at March 31, 2016 and December 31, 2015 , respectively. The Company has entered into financing arrangements for the purchase of inventory and customer support services. The financing arrangements are non-interest bearing and range from 24 to 36 months in duration. The total amount of these borrowings, including current portion, was $ 2.1 million and $ 2.7 million at March 31, 2016 and December 31, 2015 , respectively. The current portion of these borrowings was $ 2.0 million and $ 2.6 million at March 31, 2016 and December 31, 2015 , respectively. The carrying amount of these financing arrangements approximates fair value as the imputed interest on the financing arrangements was not significant. Purchase Obligations The Company purchases service components from a variety of providers and enters into agreements with suppliers that either allow them to procure components based upon criteria as defined by the Company or that establish the parameters defining the Company’s requirements. These agreements are cancelable without a significant penalty, and with short notice, typically 30 days . Consequently, purchase commitments arising from these agreements that are cancelable upon notice and without significant penalties are not included in contractual obligations. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Significant Customers | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers At times, the Company’s cash balances held in financial institutions are in excess of federally insured limits. The Company believes it is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Company provides services and sells its products to a wide range of customers including commercial businesses and private residences. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains reserves for potential credit losses. The Company had concentrations of credit risk with two customers, representing 7.8 % and 6.4 %, respectively, of total revenues for the three months ended March 31, 2016 . The associated accounts receivable from these two customers as a percentage of the Company’s accounts receivable, net, were 0.1 % and 20.7 %, respectively, as of March 31, 2016 . For the three months ended March 31, 2015 , the Company's two largest customers accounted for 20.6 % and 15.8 %, respectively, of total revenues. The associated accounts receivable from these two customers accounted for 32.5 % and 16.3 %, respectively, of the Company’s total accounts receivable, net, as of March 31, 2015 . The Company had significant concentrations of purchases with two vendors that totaled $ 5.6 million and $ 1.8 million for the three months ended March 31, 2016 , respectively. Purchases from these vendors represented 10.9 % and 3.4 % of the Company's total vendor purchases for the three months ended March 31, 2016 , respectively. The Company had an accounts payable balance associated with these two vendors of $ 4.2 million and $ 1.7 million, respectively, at March 31, 2016 . For the three months ended March 31, 2015 , the Company had significant concentrations of purchases with two vendors that totaled $ 7.5 million and $ 1.7 million, respectively. Purchases from these vendors represented 23.6 % and 5.4 % of the Company's total vendor purchases for the three months ended March 31, 2015 , respectively. The Company had an accounts payable balance associated with these two vendors of $ 2.8 million and $ 3.0 million, respectively, at March 31, 2015 . The Company continues to maintain strong relationships with other vendors in the industry and has the ability to purchase the necessary equipment and services from these other vendors to continue its operations, if needed. |
Related Party
Related Party | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party | Related Party Management Agreement In April 2010, the Company entered into a Management Services Agreement (the “Management Agreement”) with SunTx Capital Management Corp. (“SunTx Management”), the general partner of SunTx Capital Partners, L.P. Pursuant to the Management Agreement, SunTx Management provides certain management services to the Company. The term of the Management Agreement is ten years , which may be terminated by SunTx Management upon 90 days written notice to the Company. The Company pays SunTx Management, on a monthly basis, SunTx Management’s customary fees for rendering the management services, as set forth in a statement delivered to the Company from time to time. These fees are anticipated under the Management Agreement not to exceed $ 500,000 on an annual basis. The Company also reimburses SunTx Management for all out-of-pocket expenses and payroll costs of in-house legal counsel incurred by SunTx Management in connection with the management services and pays all taxes resulting from its purchase or use of the management services. In addition to the management services fee, in connection with any acquisitions, dispositions or debt or equity financings by Interface Systems or any of its affiliates, Interface Systems will pay SunTx Management a fee which shall not exceed an amount equal to 2 % of the total enterprise value involved in the transaction. The total enterprise value is determined by the board of directors of Interface Systems. Under the indenture for the Grand Master's outstanding notes, the Company is permitted to make payments to SunTx Management under the Management Agreement (not to exceed $ 150,000 in any fiscal quarter), if among other requirements, the Company is permitted to incur at least $1.00 of additional indebtedness, pursuant to the fixed charge coverage ratio test set forth in the indenture for the Notes. The Company was not permitted to incur such $1.00 of additional indebtedness for the trailing four quarters ended March 31, 2016 and therefore, no fees were paid to SunTx Management during the period from March 2015 to March 2016. Commercial Security Services Agreement In September 2007, the Company entered into a commercial security services agreement with SunTx Capital Partners, L.P. Under this agreement, the Company agreed to install customer owned equipment and provide alarm monitoring, audio and video services, secure managed broadband (“SMB”) and Voice over Internet Protocol (“VoIP”) services. SunTx Capital Partners, L.P. agreed to pay the Company $ 14,400 plus tax, per month and had an initial term of five years that is automatically renewed for additional one year periods unless either party gives written notice to the other party of non-renewal at least sixty days prior to the expiration date. For each of the three months ended March 31, 2016 and 2015 , the SunTx Capital Partners, L.P. paid the Company $ 45,000 . Other Related Party Transactions In March 2014, the Company entered into a settlement and advance agreement with a former senior executive employee of the Company and current shareholder of Grand Master (the “Former Employee”) . The agreement releases all current and future claims against the Company in return for a non-interest bearing loan of $ 500,000 to the Former Employee. The loan is secured by a promissory note and a pledge agreement securing 50% of the 2,074.02 shares of Grand Master's common stock (representing 7.0 % of the total outstanding common stock) owned by the Former Employee. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies From time to time, the Company is involved in litigation and regulatory proceedings arising out of its operations. Management believes that the Company is not currently a party to any legal or regulatory proceedings, the adverse outcome of which, individually or in the aggregate, would materially adversely affect the Company's business, financial position, results of operations or liquidity. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which aims to reduce the risk of diversity in practice for certain aspects of Topic 606, including collectability, noncash consideration, presentation of sales tax, and transition. In April 2016 and March 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10") and ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net ("ASU 2016-08"), respectively. ASU 2016-10 clarifies the implementation guidance on licensing and the identification of performance obligations considerations included in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2016-08 provides amendments to clarify the implementation guidance on principal versus agent considerations included in ASU 2014-09. In August 2015, the FASB issued ASU No. 2015-14, R evenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which defers the effective date of ASU 2014-09. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The effective date of this pronouncement, along with ASU 2016-08 and 2014-09, is for annual and interim periods beginning after December 15, 2017 with early adoption permitted as of the original effective date. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is evaluating the impact that this new guidance will have on the Company’s Consolidated Financial Statements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The guidance in this ASU supersedes the leasing guidance in Topic 840, "Leases." Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases and leaves lessor accounting largely unchanged. For public companies, the amendments in ASU 2016-02 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements and footnote disclosures. I n August 2015, FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”). This ASU adds Security Exchange Commission paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which requires the presentation of debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. For public companies, the guidance is effective for reporting periods beginning after December 15, 2015. For all other entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Application of this new accounting guidance in 2016 resulted in the reclassification of the Company's debt issuance costs. The Company had $ 3.1 million and $ 3.5 million of unamortized debt issuance costs classified within deferred charges which would be reclassified as a direct deduction from the carrying amount of long-term debt at March 31, 2016 and December 31, 2015 , respectively. ASU 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. For public companies, the guidance in ASU 2015-03, as amended by ASU 2015-15, is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period, and early adoption is permitted. For all other entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The Company adopted this standard, as permitted beginning with fiscal year 2016 and applied this standard retrospectively to 2015. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which simplifies the subsequent measurement of inventory, excluding inventory measured using the last-in, first-out or retail inventory methods. The guidance specifies that inventory currently measured at the lower of cost or market, where market could be determined with different methods, should now be measured at the lower of cost or net realizable value. For public companies, the pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. For all other entities, effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements and footnote disclosures. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated all events or transactions through the date of this filing and has determined that there have been no subsequent events for which disclosure is required. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information In January 2013, Holdings and Interface Systems, as co-issuers, issued $ 230.0 million aggregate principal amount of Notes (see Note 6). Pursuant to the indenture governing the Notes, such notes are fully and unconditionally and jointly and severally guaranteed by each of the Company's domestic restricted subsidiaries and are secured by substantially all of the Company's and the guarantors' existing and future tangible and intangible assets. Separate condensed consolidating information is not included because Interface Systems is a wholly-owned subsidiary and co-issuer of the Notes and Holdings has no independent assets or operations. There are no significant restrictions on the ability of Holdings to obtain funds from its subsidiary. Based on these facts, and in accordance with SEC Regulation S-X Rule 3-10, “Financial statements of guarantors and issuers of guaranteed securities registered or being registered,” the Company is not required to provide condensed consolidating financial information for its subsidiary. All consolidated amounts in the Company's financial statements are representative of its subsidiary. |
Organization and Basis of Pre24
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant transactions and account balances between entities included in the consolidated financial statements have been eliminated in consolidation. The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of March 31, 2016 , and the results of operations for the three months ended March 31, 2016 and 2015 . The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information; accordingly, certain information and footnote disclosures typically included in the Company’s annual financial statements have been condensed or omitted from this report. These unaudited condensed financial statements should be read in conjunction with the financial statements and the notes thereto filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (the “Form 10-K”), which was filed with the SEC on March 24, 2015. Information presented as of December 31, 2015 is derived from audited financial statements. The results of operations for the interim periods are not necessarily indicative of the results expected for the full year. |
Organization and Basis of Pre25
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Adjustments | The following table compares previously reported services revenue, total revenue, cost of services, total costs and expenses to as adjusted amounts for the three month period ended March 31, 2015 : Three Months Ended March 31, 2015 As Reported Correction As Adjusted Services revenue $ 32,869 $ (4,340 ) $ 28,529 Total revenue 38,302 (4,340 ) 33,962 Cost of services 32,915 (4,340 ) 28,575 Total costs and expenses 48,712 (4,340 ) 44,372 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Products $ 6,988 $ 6,470 Work-in-process 4,981 7,863 $ 11,969 $ 14,333 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Subscriber system assets $ 77,361 $ 68,920 Equipment 3,549 3,517 Software 2,807 2,770 Vehicles 472 969 Furniture and fixtures 853 769 Leasehold improvements 996 987 86,038 77,932 Less: Accumulated depreciation (31,573 ) (28,296 ) $ 54,465 $ 49,636 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are recorded at cost or fair value if acquired in a purchase business combination and consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Alarm monitoring contracts $ 37,189 $ 37,269 Internally developed software 4,347 4,347 Other 15 15 41,551 41,631 Less accumulated amortization for: Alarm monitoring contracts (20,249 ) (19,492 ) Internally developed software (4,347 ) (3,614 ) Other (14 ) (13 ) (24,610 ) (23,119 ) $ 16,941 $ 18,512 |
Schedule of Future Amortization of Intangible Assets | Amortization of intangible assets for the following five years, as of March 31, 2016 , is as follows (in thousands): Nine months ending December 31, 2016 $ 2,442 2017 2,647 2018 1,995 2019 1,907 2020 1,877 Thereafter 6,073 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Interest $ 4,625 $ 9,924 Payroll and benefit related accruals 4,389 3,838 Taxes 1,783 1,795 Other 794 2,731 $ 11,591 $ 18,288 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Notes $ 230,000 $ 230,000 Revolving line of credit 36,000 36,000 266,000 266,000 Less unamortized debt issuance costs (3,068 ) (3,495 ) $ 262,932 $ 262,505 |
Schedule of Deferred Charges | Deferred charges consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Deferred financing fees $ 2,453 $ 2,453 Accumulated amortization (1,553 ) (1,428 ) $ 900 $ 1,025 |
Lease Commitments and Other O31
Lease Commitments and Other Obligations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments Under Operating Leases | At March 31, 2016 , the future minimum rental payments required under such leases are as follows (in thousands): Nine months ending December 31, 2016 $ 2,043 2017 2,508 2018 1,893 2019 1,554 2020 1,290 Thereafter 4,647 $ 13,935 |
Schedule of Future Minimum Lease Payments Under Capital Leases | At March 31, 2016 , the future minimum lease payments under such leases are as follows (in thousands): Nine months ending December 31, 2016 $ 163 2017 9 2018 and thereafter — 172 Less: current portion (172 ) $ — |
Organization and Basis of Pre32
Organization and Basis of Presentation - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jul. 31, 2015 | Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Variable Interest Entity [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Direct costs of recurring monthly revenue | $ 16,800 | $ 25,300 | ||||
Recurring monthly revenue (RMR) | 600 | 1,100 | ||||
Active billing of RMR | 11,200 | |||||
Contracted backlog | 1,100 | |||||
Contracted backlog, contracts to be completed by year end | 800 | |||||
Net cash used in operating activities | 126 | (12,571) | ||||
Working capital | (6,000) | $ 6,300 | ||||
Long-term debt, including current portion | 262,932 | |||||
Cash | 1,748 | $ 1,586 | $ 12,096 | $ 25,833 | ||
Subsequent Event [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Cash | $ 200 | |||||
Revolving Credit Facility [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Interest payments due | 10,600 | |||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Amount available for borrowing | $ 12,400 | |||||
Revolving line of credit [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Amount drawn | 36,000 | |||||
Amount available for borrowing | $ 13,900 | |||||
SunTx Capital Partners, L.P. [Member] | Interface Grand Master Holdings, Inc. [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Voting power owned | 88.00% | |||||
Interface Grand Master Holdings, Inc. [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Voting power owned | 100.00% | 100.00% | ||||
Interface Systems [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Percent ownership in Interface Systems | 100.00% |
Organization and Basis of Pre33
Organization and Basis of Presentation - Schedule of Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Services revenue | $ 35,887 | $ 28,529 |
Total revenue | 39,668 | 33,962 |
Cost of services | 28,545 | 28,575 |
Total costs and expenses | $ 43,623 | 44,372 |
Scenario, Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Services revenue | 32,869 | |
Total revenue | 38,302 | |
Cost of services | 32,915 | |
Total costs and expenses | 48,712 | |
Restatement Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Services revenue | (4,340) | |
Total revenue | (4,340) | |
Cost of services | (4,340) | |
Total costs and expenses | $ (4,340) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Products | $ 6,988 | $ 6,470 |
Work-in-process | 4,981 | 7,863 |
Inventory, net | $ 11,969 | $ 14,333 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 86,038 | $ 77,932 | |
Less: Accumulated depreciation | (31,573) | (28,296) | |
Property and equipment, net | 54,465 | 49,636 | |
Depreciation expense | 4,509 | $ 3,018 | |
Subscriber system assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 77,361 | 68,920 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,549 | 3,517 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,807 | 2,770 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 472 | 969 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 853 | 769 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 996 | $ 987 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 41,551 | $ 41,631 | |
Intangible assets, accumulated amortization | (24,610) | (23,119) | |
Intangible assets, net | 16,941 | 18,512 | |
Amortization | 1,571 | $ 1,560 | |
Alarm monitoring contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 37,189 | 37,269 | |
Intangible assets, accumulated amortization | (20,249) | (19,492) | |
Internally developed software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 4,347 | 4,347 | |
Intangible assets, accumulated amortization | (4,347) | (3,614) | |
Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 15 | 15 | |
Intangible assets, accumulated amortization | $ (14) | $ (13) |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization of Intangible Assets (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
Nine months ending December 31, 2016 | $ 2,442 |
2,017 | 2,647 |
2,018 | 1,995 |
2,019 | 1,907 |
2,020 | 1,877 |
Thereafter | $ 6,073 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Interest | $ 4,625 | $ 9,924 |
Payroll and benefit related accruals | 4,389 | 3,838 |
Taxes | 1,783 | 1,795 |
Other | 794 | 2,731 |
Accrued expenses | $ 11,591 | $ 18,288 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 266,000 | $ 266,000 |
Less unamortized debt issuance costs | (3,068) | (3,495) |
Long-term debt | 262,932 | 262,505 |
Senior secured notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 230,000 | 230,000 |
Revolving line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 36,000 | 36,000 |
Less unamortized debt issuance costs | $ (900) | $ (1,025) |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Jan. 31, 2013 | |
Debt Instrument [Line Items] | ||||
Aggregate annual maturities on total borrowings under all debt agreements due in 2018 | $ 262,900,000 | |||
Amortization of deferred charges | $ 100,000 | $ 100,000 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Revolving Credit Facility [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Covenant terms, recurring monthly revenue ratio | 5 | |||
Covenant terms, fixed-charge coverage ratio | 1.25 | |||
Covenant, maximum gross attrition rate | 13.00% | |||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, interest rate at period end | 3.75% | |||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Initial Spread [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on LIBOR | 0.50% | |||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Additional Spread [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on LIBOR | 3.25% | |||
Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount drawn | $ 36,000,000 | |||
Amount available for borrowing | 13,900,000 | |||
Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,000,000 | |||
Amount drawn | 100,000 | $ 100,000 | ||
Senior secured notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior secured notes, bid price | 95.5 | 96.5 | ||
Senior secured notes, ask price | 96.5 | 98.5 | ||
Senior secured notes [Member] | Fair Value, Inputs, Level 2 [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of debt | 219,700,000 | 220,000,000 | ||
Senior secured notes [Member] | Fair Value, Inputs, Level 2 [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of debt | 222,000,000 | $ 226,600,000 | ||
Senior secured notes [Member] | Senior Secured Notes Due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of debt | $ 230,000,000 | $ 230,000,000 | ||
Debt instrument, interest rate | 9.25% |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Deferred Charges (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Deferred financing fees, net | $ 3,068 | $ 3,495 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Deferred financing fees | 2,453 | 2,453 |
Accumulated amortization | (1,553) | (1,428) |
Deferred financing fees, net | $ 900 | $ 1,025 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 245 | $ 218 |
Effective income tax rate | (2.40%) | (1.32%) |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2015 | Jan. 31, 2014 | Mar. 31, 2016 | |
Temporary Equity [Line Items] | |||
Payments of dividends | $ 27.3 | ||
Interface Grand Master Holdings, Inc. [Member] | |||
Temporary Equity [Line Items] | |||
Voting power owned | 100.00% | 100.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Class A Common Stock for Class B Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Conversion of stock, number of shares that can be received in a conversion | 1 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 1,500,000 | 1,500,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Lease Commitments and Other O45
Lease Commitments and Other Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Operating Leases, Future Minimum Rental Payments Due | |||
Nine months ending December 31, 2016 | $ 2,043 | ||
2,017 | 2,508 | ||
2,018 | 1,893 | ||
2,019 | 1,554 | ||
2,020 | 1,290 | ||
Thereafter | 4,647 | ||
Operating leases, future minimum rental payments due | 13,935 | ||
Operating leases, rent expense | 1,400 | $ 2,100 | |
Capital Leases, Future Minimum Rental Payments Due | |||
Nine months ending December 31, 2016 | 163 | ||
2,017 | 9 | ||
2018 and thereafter | 0 | ||
Capital leases, future minimum rental payments due | 172 | ||
Less: current portion | (172) | ||
Capital leases, future minimum payments, less current portion | 0 | ||
Capital leases for equipment and vehicles | 500 | $ 2,100 | |
Accumulated depreciation for capital leased assets | 200 | 1,600 | |
Debt Instrument [Line Items] | |||
Financing arrangement for purchase of inventory | $ 266,000 | 266,000 | |
Typical amount of time allowed to cancel purchase agreement without significant penalty | 30 days | ||
Notes Payable, Other Payables [Member] | Non-Interest Bearing [Member] | |||
Debt Instrument [Line Items] | |||
Financing arrangement for purchase of inventory | $ 2,100 | 2,700 | |
Financing arrangement for purchase of inventory, current portion | $ 2,000 | $ 2,600 | |
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financing arrangement, time period | 24 months | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financing arrangement, time period | 36 months |
Concentrations of Credit Risk46
Concentrations of Credit Risk and Significant Customers (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)customervendor | Mar. 31, 2015USD ($)customervendor | |
Concentration Risk [Line Items] | ||
Number of major customers | customer | 2 | 2 |
Number of major vendors | vendor | 2 | 2 |
Sales Revenue, Goods, Net [Member] | Customer One [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 7.80% | 20.60% |
Sales Revenue, Goods, Net [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 6.40% | 15.80% |
Accounts Receivable [Member] | Customer One [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 0.10% | 32.50% |
Accounts Receivable [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 20.70% | 16.30% |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.90% | 23.60% |
Payments to suppliers | $ 5.6 | $ 7.5 |
Accounts payable | $ 4.2 | $ 2.8 |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 3.40% | |
Payments to suppliers | $ 1.8 | |
Accounts payable | $ 1.7 | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 5.40% | |
Payments to suppliers | $ 1.7 | |
Accounts payable | $ 3 |
Related Party (Details)
Related Party (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2014 | Mar. 31, 2016 | |
SunTx Management [Member] | ||
Related Party Transaction [Line Items] | ||
Term of management agreement | 10 years | |
Notice period for termination of management agreement | 90 days | |
Annual management services fees to be paid under Management Agreement | $ 500,000 | |
Equity transaction fee to be paid under Management Agreement, as a percentage of the total enterprise value involved in the transaction | 2.00% | |
Management services fees, maximum quarterly payment | $ 150,000 | |
Management Agreement, requirements, minimum amount of additional indebtedness allowed | 1 | |
Former employee and shareholder [Member] | Settled Litigation [Member] | ||
Related Party Transaction [Line Items] | ||
Non-interest bearing loan to former employee and shareholder | $ 500,000 | |
Percentage of common stock owned by related party secured by pledge agreement | 50.00% | |
Number of shares of common stock owned by related party | 2,074.02 | |
Percentage of common stock outstanding owned by related party | 7.00% | |
SunTx Capital Partners, L.P. [Member] | Affiliated Entity [Member] | Commercial Security Services Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Monthly Agreement, Amount | 14,400 | |
Revenue from security services agreement | $ 45,000 | |
Security services agreement, initial term | 5 years | |
Security services agreement, renewal term | 1 year | |
Security services agreement, period to notify other party of non-renewal (at least) | 60 days |
Recently Issued Accounting St48
Recently Issued Accounting Standards (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Accounting Changes and Error Corrections [Abstract] | ||
Unamortized debt issuance costs | $ 3.1 | $ 3.5 |
Condensed Consolidating Finan49
Condensed Consolidating Financial Information (Details) - USD ($) | Mar. 31, 2016 | Jan. 31, 2013 |
Senior Secured Notes Due 2018 [Member] | Senior secured notes [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Face amount of debt issued | $ 230,000,000 | $ 230,000,000 |